Solna Terms and Services
Last updated February 2019
Trial Balance Limited (“Solna”, “Service”, “Services”, “Website”, “Site” “We”, “Us” and terms of a similar meaning) provide this website and the services provided by org through this website to you, subject to these terms and conditions.
By accessing this Website and/or registering to use our Services, the Customer (you) is agreeing to be bound by this agreement, all applicable laws and regulations, and agrees to be responsible for compliance with any applicable local laws. If the Customer does not agree with any of these terms, then the Customer will be prohibited from using or accessing this Site. The materials contained in this Website are protected by applicable copyright and trade mark law.
This agreement is between Trial Balance Limited (trading as Solna) and the Customer.
This agreement provides the Customer with access to and usage of a software service as specified on an order and as further outlined at: Solna.io. Solna may from time to time contact the Customer in order to help to improve the service.
USE OF SERVICE
Customer Owned Data.
All data and images uploaded by the Customer (Customer Data) remains the property of the Customer, as between Solna and the Customer. The Customer grants Solna the right, to use the Customer Data provided in this agreement for purposes, not limited to, invoicing their customers.
The Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for the Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorised access to its account, and notify Solna promptly of any such unauthorised access; and (iv) may use the Service only in accordance with the Service’s terms and conditions and applicable law.
Solna disclaims all warranties, including, without limitation, the implied warranties of merchantability, title and fitness for a particular purpose. While Solna takes reasonable physical, technical and administrative measures to secure the Service, Solna does not guarantee that the Service cannot be compromised. The Customer understands that the Service may not be error free, and use may be interrupted.
Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Solna’s Confidential Information includes without limitation, the Service (including without limitation the Service user interface design and layout, and pricing information).
Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to the Confidential Information of the Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement, and who have signed confidentiality agreements with the Recipient no less restrictive than the confidentiality terms of this agreement.
Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to the Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information.
The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide the Discloser with advance notice to seek a protective order.
Reservation of Rights
The software, workflow processes, user interface, designs, know-how and other technologies provided by Solna as part of the Service are the proprietary property of Solna (Trial Balance Limited) and its licencors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Solna. The Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Solna reserves all rights unless expressly granted in this agreement.
The Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libellous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
During and after the term of this agreement, Solna may use non-personally identifiable Customer Data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
Upon registering for a premium subscription plan, you acknowledge that the Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. Solna may submit monthly charges without further permission from the Customer, until the Customer provides prior notice that they have terminated this permission or wish to change their payment plan/method. To terminate paid premium plans, please go to the settings subscription pages within the Solna app.
Subscription Fee Changes
Solna may change the amounts of the subscription fees in its sole discretion from time to time subject to an advance notice (one month) given to the Customer. Solna also offers free trials, special discounts and can choose to waive subscription fees at its sole discretion.
Solna uses a third-party payment processing company (Payment Processor) to invoice the Customer through a payment account linked to the Customer’s account for use of the Services, as well as to enable process payments made to the Customer for Invoices tendered by the Customer. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms.
Solna is not responsible for error by the Payment Processor. By choosing to register for a paid premium subscription plan, the Customer agrees to pay Solna, through the Payment Processor, all charges at the prices then in effect in accordance with the applicable payment terms. The Customer authorises us, through the Payment Processor, to charge the Customer’s chosen payment provider (Payment Method). You agree to make payment using that selected Payment Method. Solna reserves the right to correct any errors or mistakes that it or its Payment Processor makes even if it has already requested or received payment.
Reaffirmation of Authorisation
Non-termination or continued use of the Services reaffirms that Solna is authorised to charge You, the Customer, for those Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Services.
The Customer’s use of Solna may be subject to limitations, including but not limited to monthly transaction volumes the Customer is permitted to make. Any such limitations will be specified within the applicable Services.
From time to time, Solna may implement an affiliate programme through which entities may help Solna obtain Subscribers in exchange for an affiliate referral fee. The terms of the affiliate program will be specified by Solna at the time of implementation with an affiliate.
TERM AND TERMINATION
This agreement continues until all orders have terminated.
Suspension for Violations of Law
Solna may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, the Customer has violated a law. Solna will attempt to contact the Customer in advance.
If the Customer terminates their account, Solna may retain their account information for up to 90 days, at which point all data will be permanently deleted.
Exclusion of Indirect Damages
Solna is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.
Total Limit on Liability
Solna’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by the Customer within the 12 month period prior to the event that gave rise to the liability.
If a third party claims against Solna that any part of the Customer Data infringes or violates that party’s patent, copyright or other right, they will defend Solna against that claim at the Customer’s expense and pay all costs, damages, and legal fees, that a court finally awards or that are included in a settlement approved by the Customer, provided that Solna: promptly notifies the Customer in writing of the claim; and allows the Customer to control, and cooperates with the Customer in, the defence and any related settlement.
GOVERNING LAW AND FORUM
This agreement is governed by the laws of England and Wales (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement.
Entire Agreement and Changes
This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
The parties are independent contractors with respect to each other.
Enforceability and Force Majeure
If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
No Additional Terms
Solna rejects additional or conflicting terms of any Customer form-purchasing document.
Order of Precedence
If there is an inconsistency between this agreement and an order, the order prevails.
Survival of Terms
Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
By submitting ideas, suggestions or feedback to Solna.io regarding the Service provided to the Customer, the Customer agrees that such items submitted do not contain confidential or proprietary information; and the Customer hereby grants Solna an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
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